Common use of Legal Defeasance Clause in Contracts

Legal Defeasance. The Issuers may at their option, by Board Resolutions, be discharged from their obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the Senior Notes and to have satisfied all their other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the Issuers, shall, subject to Section 9.6 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers may exercise their option under this Section 9.2 with respect to the Senior Notes notwithstanding the prior exercise of their option under Section 9.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Note Guarantees on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive payments in respect of the principal of and interest on such Notes when such payments are due solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.18, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof7.07) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, by Board Resolutions, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from their respective obligations with respect to the Senior outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Note Guarantees on the date the applicable conditions set forth in Section 9.4 below 8.4 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior the Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of outstanding Senior Notes to receive solely payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust funds fund described in Section 9.4 hereof 8.8 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, ; (Bii) the Issuers' Company’s obligations with respect to such Senior the Notes under Sections 2.3concerning issuing temporary Notes, 2.4registration of Notes, 2.5mutilated, 2.6destroyed, 2.7, 2.8 lost or stolen Notes and 4.20 hereof, the maintenance of an office or agency for payment and money for security payments held in trust; (Ciii) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims ofTrustee, or payments to, and the Trustee under or pursuant to Section 7.7 hereof) Company’s and the Subsidiary Guarantors’ obligations in connection therewith; and (Div) the provisions of this Article 9Indenture relating to Legal Defeasance. Subject to compliance with this Article 98, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 8.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their option, by Board Resolutions, be discharged from their obligations with respect (a) Subject to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date satisfaction of the conditions set forth in Section 9.4 below are satisfied 8.03, the Company may elect, at its option, to have its obligations discharged with respect to the outstanding Notes (hereinafter, "“Legal Defeasance"”). (b) For this purpose, such Legal Defeasance means that the Issuers shall Company will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior outstanding Notes which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 and the other Sections of this Indenture referred to in (1), (2), (4) and (5) below, and to have satisfied all their of its other obligations under such Senior Notes and Notes, this Indenture insofar as such Senior and the other Notes are concerned Documents, including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuersCompany, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of outstanding Senior such Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, of and any premium and interest on such Senior Notes when such payments are due, ; (B2) the Issuers' Company’s obligations with respect to such Senior Notes under Sections 2.3concerning issuing temporary Notes, 2.4registration of Notes, 2.5mutilated, 2.6destroyed, 2.7, 2.8 lost or stolen Notes and 4.20 hereof, the maintenance of an office or agency for payment and money for security payments held in trust or as agent; (C3) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder Trustee; (including claims of, or payments to, 4) the Trustee under or Company’s right of optional redemption pursuant to Section 7.7 hereof) 3.07; and (D5) this Article 9Section 8.01. (c) Following the Company’s exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default. (d) Subject to compliance with this Article 98, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.01 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes.8.02. Section 8.02

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer's obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.19, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof7.07) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and Security Documents and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Note Guarantees and the Security Documents on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes Notes, the Security Documents and this Indenture insofar as such Senior Notes are concerned (and the Note Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Note Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.17, (Cc) the rights, powers, trusts, duties, and immunities of the Note Trustee hereunder (including claims of, or payments to, the Note Trustee under or pursuant to Section 7.7 hereof7.07) and (Dd) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution of the Board of Directors of the Company, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal DefeasanceLEGAL DEFEASANCE"). For 91 -83- this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.09 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers Company may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, by Board Resolutions, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from their respective obligations with respect to the Senior outstanding Notes and Note Guarantees and have Liens on the Collateral securing the Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Notes Guarantees released on the date the applicable conditions set forth in Section 9.4 below 8.4 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior the Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of outstanding Senior Notes to receive solely payments in respect of the principal of, or interest or premium, if any, on the Notes when such payments are due from the trust funds fund described in Section 9.4 hereof 8.8 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, ; (Bii) the Issuers' Company’s obligations with respect to such Senior the Notes under Sections 2.3concerning issuing temporary Notes, 2.4registration of Notes, 2.5mutilated, 2.6destroyed, 2.7, 2.8 lost or stolen Notes and 4.20 hereof, the maintenance of an office or agency for payment and money for security payments held in trust; (Ciii) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims ofTrustee, or payments to, and the Trustee under or pursuant to Section 7.7 hereof) Company’s and the Subsidiary Guarantors’ obligations in connection therewith; and (Div) the provisions of this Article 9Indenture relating to Legal Defeasance. Subject to compliance with this Article 98, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 8.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Company’s exercise under Section 8.1 of the option applicable to Section 8.2, by Board Resolutions, the Company and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to the Senior outstanding Notes of any series and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Note Guarantees for such series on the date the applicable conditions set forth in Section 9.4 below 8.4 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes of such series and to have satisfied all their its other obligations under the Notes of such Senior Notes series and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of outstanding Senior Notes of such series to receive solely payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust funds fund described in Section 9.4 hereof 8.8 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, ; (Bii) the Issuers' Company’s obligations with respect to the Notes of such Senior series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 4.20 hereof, the maintenance of an office or agency for payment and money for security payments held in trust; (Ciii) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims ofTrustee, or payments to, and the Trustee under or pursuant to Section 7.7 hereof) Company’s and the Guarantors’ obligations in connection therewith; and (Div) the provisions of this Article 9Indenture relating to Legal Defeasance. Subject to compliance with this Article 9Eight, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 8.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 7.1 of the option applicable to this Section 7.2, by Board Resolutionsthe Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 7.4, be deemed to have been discharged from their obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness Obligations represented by the Senior Notes, the Notes Documents and the Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 7.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their of its other obligations Obligations under such Senior Notes, the other Notes Documents and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premiumthe Fundamental Change Purchase Price, if anythen payable, interest on, and interest the consideration due upon conversion of their Notes on such Senior or after the respective due dates expressed or provided for in this Indenture and the Notes when such payments are due, from the trust funds referred to in Section 7.4(1); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, Section 2.6, Section 2.7, 2.8 Section 2.10, Section 4.21 and 4.20 hereof, Section 4.23; (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (or the Collateral Agent, including claims ofwithout limitation thereunder, or payments to, under Section 6.6 and the Trustee under or pursuant to Section 7.7 hereof) obligations of the Issuer and the Guarantors in connection therewith; and (Dd) the provisions of this Article 9VII. Subject to compliance with this Article 9VII, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 7.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to 7.3. If the Senior Issuer exercise their Legal Defeasance option, each Guarantor (and the related Liens on the Collateral securing the Notes), if any, shall be released from all its obligations under its Guarantee, and the Trustee shall execute a release of such Guarantee, in each case subject to, and in accordance with, this Indenture.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.19, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof7.07) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Note Guarantees on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive payments in respect of the principal of and interest on such Notes when such payments are due solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.19, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof7.07) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their option, by Board ResolutionsResolution of the Board of Directors of each of the Issuers, be discharged from their obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the Issuers, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuers acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.09 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder 106 -97- (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers may exercise their option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionsthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"“legal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior Notes outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their of its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments (in form and substance reasonably satisfactory to the Trustee) acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest interest, if any, on such Senior Notes when such payments are due, due from the trust referred to in Section 8.4(l); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 4.20 4.2 hereof, ; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee hereunder Trustee, including under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuer’s rights pursuant to Section 7.7 hereof) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3 hereof.

Legal Defeasance. The Issuers may at their option, by Board ResolutionsResolution of the Board of Directors of each of the Issuers, defease and be discharged from their obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the Issuers, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuers acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.09 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers may exercise their option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers Issuer may at their its option, by Board Resolutions, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, of and interest on such Senior Notes when such payments are due, (B) the IssuersIssuer' obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.7 and 2.8 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 9.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes.

Legal Defeasance. (a) The Issuers Issuer may at their option, by Board Resolutions, its option be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in clause (b) of this Section 9.4 below 9.02 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.05, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in clause (b) of this Section 9.4 hereof 9.02 and as more fully set forth in such SectionSection 9.04, payments in respect of the principal of, premiumpremium and Additional Interest, if any, and interest on such Senior Notes when such payments are duedue from the trust referred to in clause (b) of this Section 9.02, (B) the Issuers' Issuer’s obligations hereunder with respect to such Senior Notes under Sections 2.3concerning issuing temporary Notes, 2.4registration of Notes, 2.5mutilated, 2.6destroyed, 2.7, 2.8 lost or stolen Notes and 4.20 hereofthe maintenance of an office or agency for payment and money for security payments held in trust, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof) 7.01(a)), and the Issuer’s obligations in connection therewith, and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Upon the Issuers’ exercise under Section 8.1 of the option applicable to this Section 8.2, the Issuers may at their optionand the Subsidiary Guarantors shall, by Board Resolutionssubject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from their obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Subsidiary Guarantees and this Indenture on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire Indebtedness represented by obligations with respect to this Indenture, the Senior Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Senior Notes Notes, Subsidiary Guarantees and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the Issuers, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Subsidiary Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on and premium on, such Senior Notes when such payments are due, due from the trust funds referred to in Section 8.4(1); (Bb) the Issuers' ’ obligations with respect to such Senior Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, Section 2.6, Section 2.7, 2.8 Section 2.10, and 4.20 hereof, Section 4.2; (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation thereunder, or payments tounder Section 7.6, Section 8.5 and Section 8.7 and the Trustee under or pursuant to Section 7.7 hereof) obligations of the Issuers and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 8.1 of the option applicable to this Section 8.2, by Board Resolutionsthe Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from their obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Subsidiary Guarantees and this Indenture on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire Indebtedness represented by obligations with respect to this Indenture, the Senior Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Senior Notes Notes, Subsidiary Guarantees and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Subsidiary Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on and premium on, such Senior Notes when such payments are due, due from the trust funds referred to in Section 8.4(1); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, 2.6, Section 2.7, 2.8 Section 2.10, and 4.20 hereof, Section 4.2; (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation thereunder, or payments tounder Section 7.6, Section 8.5 and Section 8.7 and the Trustee under or pursuant to Section 7.7 hereof) obligations of the Issuer and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution of the Board of Directors of the Company, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 10.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 10.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 10.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 8.07 hereof) and (D) this Article 910. Subject to compliance with this Article 910, the Issuers Company may exercise their its option under this Section 9.2 10.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 10.03 below with respect to the Senior Notes.. 100 -92-

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution set forth in an Officers’ Certificate, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied Guarantees (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers shall Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their of its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 9.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 Article 2 and 4.20 Section 4.16 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon Holdings' exercise under Section 4.01 hereof of the option applicable to this Section 4.02, by Board Resolutions, Holdings shall be deemed to have been discharged from their its obligations with respect to the Senior Defeased Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasancelegal defeasance"). ---------------- For this purpose, such Legal Defeasance defeasance means that the Issuers Holdings shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes Defeased Notes, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersHoldings, shalland, subject to Section 9.6 hereofupon Holdings Request, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Defeased Notes to receive receive, solely from the trust funds fund described in Section 9.4 4.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, ; (Bb) the IssuersHoldings' obligations with respect to such Senior Defeased Notes under Sections 2.33.04, 2.43.05, 2.53.06, 2.6, 2.7, 2.8 10.02 and 4.20 10.03 hereof, ; (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims ofhereunder, or payments toincluding, without limitation, the Trustee Trustee's rights under or pursuant to Section 7.7 Sections 4.05 and 6.07 hereof; (d) Article Twelve (except that no deposit of the Redemption Price will be required); and (De) this Article 9Four. Subject to compliance with this Article 9Four, the Issuers Holdings may exercise their its option under this Section 9.2 with respect to the Senior Notes 4.02 notwithstanding the prior exercise of their its option under Section 9.3 below 4.03 hereof with respect to the Senior Notes.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution of the Company, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, any Guarantors discharged from their obligations under the Guarantees, if any, their respective Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal DefeasanceLEGAL DEFEASANCE"). For this purpose, such "Legal Defeasance Defeasance" means that the Issuers Company and any Guarantors shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior Notes Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 9.08 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all their of its other obligations under such Senior Notes Notes, such Guarantees and this Indenture Indenture, as the case may be, insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and the Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.32.04, 2.42.05, 2.5, 2.6, 2.7, 2.8 2.07 and 4.20 2.11 hereof, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes notwithstanding the prior exercise of their option under Section 9.3 below with respect to the Senior Notes.Section

Legal Defeasance. The Issuers may at their option, by Board ResolutionsResolution of the Board of Directors of each of the Issuers, be discharged from their obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the Issuers, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuers acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.09 and 4.20 4.19 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers may exercise their option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premiumpremium and Additional Interest, if any, and interest on such Senior Notes when such payments are duedue from the trust referred to in Section 9.04, (B) the Issuers' Issuer’s obligations hereunder with respect to such Senior Notes under Sections 2.3concerning issuing temporary Notes, 2.4registration of Notes, 2.5mutilated, 2.6destroyed, 2.7, 2.8 lost or stolen Notes and 4.20 hereofthe maintenance of an office or agency for payment and money for security payments held in trust, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof) 7.01(a)), and the Issuer’s obligations in connection therewith, and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionsthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"“legal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Issuers Issuer and the Guarantors 104 shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior outstanding Notes and the Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their of its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest interest, if any, on such Senior Notes when such payments are due, due from the trust referred to in Section 8.4(l); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 4.20 4.2 hereof, ; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee hereunder Trustee, including under Section 7.7 and 8.5 hereof and the Issuer’s and the Guarantors’ obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Company’s rights pursuant to Section 7.7 hereof) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3 hereof.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.19, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof7.06) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionsthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"“legal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Issuers Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior outstanding Notes and the Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their of its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest interest, if any, on such Senior Notes when such payments are due, due from the trust referred to in Section 8.4(l); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 4.20 4.2 hereof, ; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee hereunder Trustee, including under Section 7.7 and 8.5 hereof and the Issuer’s and the Guarantors’ obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Company’s rights pursuant to Section 7.7 hereof) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3 hereof.

Legal Defeasance. The Issuers Issuer may at their its option, by Resolution of the Board Resolutionsof Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer's obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11, 4.16 and 4.20 4.19 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 910, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, by Board Resolutions, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from their respective obligations with respect to the Senior outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, respective Note Guarantees on the date the applicable conditions set forth in Section 9.4 below 8.4 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior the Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of outstanding Senior Notes to receive solely payments in respect of the principal of, or interest or premium, if any, on the Notes when such payments are due from the trust funds fund described in Section 9.4 hereof 8.8 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, ; (Bii) the Issuers' Company’s obligations with respect to such Senior the Notes under Sections 2.3concerning issuing temporary Notes, 2.4registration of Notes, 2.5mutilated, 2.6destroyed, 2.7, 2.8 lost or stolen Notes and 4.20 hereof, the maintenance of an office or agency for payment and money for security payments held in trust; (Ciii) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims ofTrustee, or payments to, and the Trustee under or pursuant to Section 7.7 hereof) Company’s and the Subsidiary Guarantors’ obligations in connection therewith; and (Div) the provisions of this Article 9Indenture relating to Legal Defeasance. Subject to compliance with this Article 98, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 8.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their option, by Board ResolutionsResolution, be discharged from their obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the Issuers, shall, subject to Section 9.6 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal principal, Redemption Price of, premiumand accrued interest on, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 4.20 4.19 hereof, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof) and ), (D) Article III and (E) this Article 9IX. Subject to compliance with this Article 9IX, the Issuers may exercise their option under this Section 9.2 with respect to the Senior Notes Note notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Subsidiary Guarantors discharged from their obligations under the Guarantees, if any, Subsidiary Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal DefeasanceLEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 9.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest and Special Interest, if any, on such Senior Notes when such payments are due, (B) the Issuers' Company's obligations with respect to such Senior the Notes under Sections 2.32.1 through 2.10 hereof, 2.4, 2.5, 2.6, 2.7, 2.8 Section 2.13 hereof and 4.20 Section 4.19 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 92 101 7.07 hereof) and (D) this Article 9. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto and each Subsidiary Guarantor will be released from all of its obligations under its Subsidiary Guarantee. Subject to compliance with this Article 9, the Issuers Company may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 8.1 of the option applicable to this Section 8.2, by Board Resolutionsthe Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from their obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Subsidiary Guarantees and this Indenture on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire Indebtedness represented by obligations with respect to this Indenture, the Senior Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 8.5 and the other Sections of this Indenture referred 80 to in (a) and (b) below, and to have satisfied all of their other obligations under such Senior Notes Notes, Subsidiary Guarantees and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Subsidiary Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, and interest and premium, if any, and interest on on, such Senior Notes when such payments are due, due from the trust funds referred to in Section 8.4(1); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, Section 2.6, Section 2.7, 2.8 Section 2.10, and 4.20 hereof, Section 4.2; (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation thereunder, or payments tounder Section 7.6, Section 8.5 and Section 8.7 and the Trustee under or pursuant to Section 7.7 hereof) obligations of the Issuer and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 8.1 of the option applicable to this Section 8.2, by Board Resolutionsthe Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from their obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Guarantees and this Indenture having cured all then-existing Defaults and Events of Default on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer and the Guarantors shall be deemed to have paid and discharged all of the entire Indebtedness represented by obligations with respect to this Indenture, the Senior Notes and the Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Senior Notes Notes, Guarantees and this Indenture insofar as such Senior Notes are concerned (and the TrusteeTrustee and the Collateral Agent, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on and premium on, such Senior Notes when such payments are due, due from the trust funds referred to in Section 8.4(1); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, Section 2.6, Section 2.7, 2.8 Section 2.10, and 4.20 hereof, Section 4.2; (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (and the Collateral Agent, including claims ofwithout limitation thereunder, or payments tounder Section 7.6, Section 8.5 and Section 8.7 and the Trustee under or pursuant to Section 7.7 hereof) obligations of the Issuer and the Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 below SECTION 9.04 are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereofSECTION 9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof SECTION 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer's obligations with respect to such Senior Notes under Sections 2.3SECTIONS 2.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.19, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereofSECTION 7.07) and the Issuer's obligation in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 SECTION 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below SECTION 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, by Board Resolutionsthe Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from their obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Subsidiary Guarantees and this Indenture on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness obligations represented by the Senior Notes and the Subsidiary Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Senior Notes Notes, Subsidiary Guarantees and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersCompany, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Subsidiary Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on and premium on, such Senior Notes when such payments are due, due from the trust funds referred to in Section 8.4(1); (Bb) the Issuers' Company’s obligations with respect to such Senior Notes under Sections Section 2.2, Section 2.3, Section 2.4, 2.5, Section 2.6, Section 2.7, 2.8 Section 2.10, and 4.20 hereof, Section 4.2; (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (Trustee, including claims ofwithout limitation thereunder, or payments tounder Section 7.7, Section 8.5 and Section 8.7 and the Trustee under or pursuant to Section 7.7 hereof) obligations of the Company and the Subsidiary Guarantors in connection therewith; and (Dd) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 -64- 68 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 4.20 4.23 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer's and Xxxxxx Xxxxx'x obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 9.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08 and 4.20 4.23 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers Company may exercise their its 77 option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their option, by Board Resolutions, be discharged from their obligations with respect to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the Senior Notes and to have satisfied all their other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the Issuers, shall, subject to Section 9.6 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' ’ obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers may exercise their option under this Section 9.2 with respect to the Senior Notes notwithstanding the prior exercise of their option under Section 9.3 below with respect to the Senior Notes.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution of the Board of Directors of the Company, be discharged from their obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and the Guarantees and to have satisfied all their respective other obligations under such Senior Notes and Guarantees and this Indenture insofar as such Senior Notes and Guarantees are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (Bii) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.09 and 4.20 hereof, (Ciii) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (Div) this Article 9. Subject to compliance with this Article 9, the Issuers Company may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, by Board Resolutionsthe Issuer shall, be discharged from their obligations with respect subject to the Senior Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date satisfaction of the conditions set forth in Section 9.4 below are satisfied 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and have each Note Guarantor’s obligation discharged with respect to its Note Guarantee and cure all then-existing Events of Default (hereinafter, "Legal Defeasance"“legal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior Notes outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their of its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premiumpremium on, if any, and interest on interest, if any, on, such Senior Notes when such payments are due, due from the trust referred to in Section 8.04(a); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.32.02, 2.42.03, 2.52.04, 2.62.05, 2.72.06, 2.8 2.07, 2.10, 2.11 and 4.20 4.02 hereof, ; (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder Trustee, including under Sections 7.07, 8.05 and 8.07 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuer’s rights pursuant to Section 7.7 hereof) 3.07; and (De) the provisions of this Article 98. Subject to compliance with this Article 98, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.02 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.03 hereof.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution of the Company, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, any Guarantors discharged from their obligations under the Guarantees, if any, their respective Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal DefeasanceLEGAL DEFEASANCE"). For this purpose, such "Legal Defeasance Defeasance" means that the Issuers Company and any Guarantors shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior Notes Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 9.08 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all their of its other obligations under such Senior Notes Notes, such Guarantees and this Indenture Indenture, as the case may be, insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and the Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.32.04, 2.42.05, 2.5, 2.6, 2.7, 2.8 2.07 and 4.20 2.11 hereof, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers -74- Company may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Note Guarantees on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.11, (C) the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof7.07) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers Company may at their its option, by Board ResolutionsResolution of the Company, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, any Guarantors discharged from their obligations under the Guarantees, if any, their respective Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal DefeasanceLEGAL DEFEASANCE"). For this purpose, such "Legal Defeasance Defeasance" means that the Issuers Company and any Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the Senior Notes Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of 9.08 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all their of its other obligations under such Senior Notes Notes, such Guarantees and this Indenture Indenture, as the case may be, insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersCompany, shall, subject to Section 9.6 9.06 hereof, execute proper instruments acknowledging in form and substance reasonably satisfactory to the Trustee and the Company acknowledges the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.32.04, 2.42.05, 2.5, 2.6, 2.7, 2.8 2.07 and 4.20 2.11 hereof, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 hereof) and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Company may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionsthe Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"“legal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior Notes outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their of its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest interest, if any, on such Senior Notes when such payments are due, due from the trust referred to in Section 8.4(1); (Bb) the Issuers' Issuer’s obligations with respect to such Senior Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 4.20 4.2 hereof, ; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee hereunder Trustee, including under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuer’s rights pursuant to Section 7.7 hereof) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers Issuer may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3 hereof.

Legal Defeasance. The Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuers may at their optionand the Guarantors shall, by Board Resolutionssubject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, Guarantees and Security Documents on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"“legal defeasance”). For this purpose, such Legal Defeasance legal defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior Notes outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their of its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned including that of the Guarantors and the Security Documents (and the Trustee, on written demand of and at the reasonable expense of the Issuers, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest interest, if any, on such Senior Notes when such payments are due, due solely from the trust referred to in Section 8.4(1); (Bb) the Issuers' ’ obligations with respect to such Senior Notes under Sections 2.3concerning issuing temporary Notes, 2.4registration of such Notes, 2.5mutilated, 2.6destroyed, 2.7, 2.8 lost or stolen Notes and 4.20 hereof, the maintenance of an office or agency for payment and money for security payments held in trust; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.8, 8.5 and 8.7 hereof and the Issuers’ obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuers’ rights pursuant to Section 7.7 hereof) 3.7; and (De) the provisions of this Article 9Section 8.2. Subject to compliance with this Article 9VIII, the Issuers may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect 8.3 hereof. If the Issuers exercise their legal defeasance option, subject to the Senior satisfaction of the conditions set forth in Section 8.4, the Liens securing the Notes and the Guarantees will be released and each Guarantor will be released from all its obligations under its Guarantee of the Notes.

Legal Defeasance. The Issuers Issuer may at their its option, by Board ResolutionsResolution of the Board of Directors of the Issuer, be discharged from their its obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 below 9.04 are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the IssuersIssuer, shall, subject to Section 9.6 hereof9.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' Issuer's obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.11 and 4.20 hereof4.19, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof7.07) and the Issuer's obligation in connection therewith and (D) this Article 9Nine. Subject to compliance with this Article 9Nine, the Issuers Issuer may exercise their its option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 below 9.03 with respect to the Senior Notes.

Legal Defeasance. The Issuers may at their optionUpon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, by Board Resolutionsthe Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their its obligations with respect to the Senior all outstanding Notes and all obligations of the Guarantors, if any, discharged from their obligations Restricted Subsidiaries under the Guarantees, if any, Subsidiary Guarantees on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Senior Notes outstanding Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.6 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on demand of and at the expense of the IssuersCompany, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderpursuant to this Indenture: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds fund described in Section 9.4 hereof 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, of and premium, if any, and interest on such Senior Notes when such payments are due, (Bb) the Issuers' Company's obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10 and 4.20 4.2 hereof, (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder (including claims of, or payments to, and the Trustee under or pursuant to Section 7.7 hereof) Company's obligations in connection therewith and (Dd) Sections 3.1 through 3.7 hereof and this Article 98. Subject to compliance with this Article 98, the Issuers Company may exercise their its option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3 hereof.

Legal Defeasance. The Issuers may at their option, by Board ResolutionsResolution of the Board of Directors of each of the Issuers, be discharged from their obligations with respect to the Senior Notes and the Guarantors, if any, Guarantors discharged from their obligations under the Guarantees, if any, Guarantees on the date the conditions set forth in Section 9.4 9.04 below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Senior Notes and to have satisfied all their its other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, at the expense of the Issuers, shall, subject to Section 9.6 9.06 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Issuers acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due, (B) the Issuers' obligations with respect to such Senior Notes under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.8 2.08, 2.09 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 7.07 86 -78- hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Issuers may exercise their option under this Section 9.2 9.02 with respect to the Senior Notes notwithstanding the prior exercise of their its option under Section 9.3 9.03 below with respect to the Senior Notes.

Legal Defeasance. Upon the Issuers’ exercise under Section 8.1 hereof of the option applicable to this Section 8.2, The Issuers may at their optionshall, by Board Resolutionssubject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to the Senior all outstanding Notes and the Guarantors, if any, discharged from their obligations under the Guarantees, if any, on the date the conditions set forth in Section 9.4 below are satisfied (hereinafter, "“Legal Defeasance"”). For this purpose, such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the Senior Notes outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Senior Notes and this Indenture insofar as such Senior Notes are concerned (and the Trustee, on demand of and at the expense of the Issuers, shall, subject to Section 9.6 hereof, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of outstanding Senior Notes to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premiumpremium and Additional Interest, if any, and interest interest, if any, on such Senior Notes when such payments are due, due from the trust referred to in Section 8.4(1); (Bb) the Issuers' ’ obligations with respect to such Senior Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 2.10, 4.1 and 4.20 4.2 hereof, ; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Issuers’ obligations in connection therewith; (including claims of, or payments to, d) the Trustee under or Issuers’ rights pursuant to Section 7.7 hereof) 3.7; and (De) the provisions of this Article 9VIII. Subject to compliance with this Article 9VIII, the Issuers may exercise their option under this Section 9.2 with respect to the Senior Notes 8.2 notwithstanding the prior exercise of their its option under Section 9.3 below with respect to the Senior Notes8.3 hereof.